Research On The Legal Regulation Of Non-listed Public Companies In China

The official establishment of the New Third Board is a significant cut-in point for the healthy development of multi-level capital market.Since the hierarchical system was implemented,China has achieved initial success in building a multi-level capital market.Non-listed public companies are integral parts of the OTC market.Faced with domestic economic reform in a streamlining government-and-delegating authority way,the legal system and legislative regulation of non-listed public companies are attached great expectation as to the issues about how to solve long-standing investment and financing dilemma,optimize supervision system and strengthen multi-dimensional regulation,standardize and enhance the development and survival of many small and medium enterprises and finally promoting the development of new productive forces.However,in the early stage of the legal system of non-listed public companies,in view of the fact that "Company Law" and "Securities Law" are too principled on the non-listed public companies and administrative regulations on it are very few,more and more problems began to appear.Meanwhile,the interaction force between the legal system of non-listed public companies and the OTC market can not be ignored.For that reason,the paper tries to think about how to make the legal regulation of non-listed public companies more scientific and reasonable in constructing multi-level capital market in the middle and later stages of the new landing system,which will help make further efforts to create a harmonious market environment in order to fully achieve non-listed public companies' legal regulation.The paper is divided into five chapters except the conclusion.Based on expounding the background and significance of the research,the first chapter mainly makes a review about the research status at home and abroad and tries to grasp the research course and front research results about OTC markets and non-listed public companies.The second chapter begins with the public company and straightens out the history of China's non-listed public company in order to make clear its intention and extension.And then this part differentiates and analyses some confusable concepts,anatomizes the value of non-listed public company and analyze the necessity of its legal regulation,which lays the theoretical foundation for the follow-up study.The third chapter mainly discusses the status of the legal regulation of China's non-listed public companies,taking market access,transaction and exit as the timeline,this part analyzes the deficiencies of the corporate governance mechanism,the access information disclosure rules,the issuing rules,the investors access threshold,the transfer rules and the deficiency of the company's board and board requirements.The forth chapter offers a discussion of foreign modes about the legal regulation of non-listed public companies,including the United Kingdom,the United States and Japan.On the basis of previous studies and learning from foreign countries experience and inspiration,the fifth chapter puts forward some new ideas about how to improve the legal regulation of non-listed public company in the New Third Board development upsurge,which is mainly reflected in following aspects: firstly,it is suggested to straighten the system of corporate governance,consummate the rule of information disclosure,and focus on the introduction of stock issuing refinancing system,thus implementing proper admittance accountability;secondly there should be some identification for admittance criterion of qualified investor and a systematic rule for the restriction of stock transfer ought to be constructed.Last but not the least,we should strictly discriminate the lift plate rule,attach importance to the mandatory of drop plate and loose the standard of re-listing rule.Based on above-mentioned solutions,the paper hope them can help to benefit the legal system construction of non-listed public company,the public interest protection and the further development of multi-level capital market.